-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VfBIWg5O2r2YDAa2iHhJmFlOnKVPjKPr915PLt8BLIwU70AlklXawhrghUJRXqY5 rcdsNxFlZcGe3XlkxOBmYQ== 0000897101-01-500579.txt : 20010911 0000897101-01-500579.hdr.sgml : 20010911 ACCESSION NUMBER: 0000897101-01-500579 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20011024 FILED AS OF DATE: 20010910 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIT U S GOVERNMENT SECURITIES FUND INC CENTRAL INDEX KEY: 0000809981 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 411570831 STATE OF INCORPORATION: MN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-04995 FILM NUMBER: 1733974 BUSINESS ADDRESS: STREET 1: 4600 NORWEST CTR 90 S 7TH ST CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6123323223 MAIL ADDRESS: STREET 1: 4600 NORWEST CENTER, 90 SOUTH SEVENTH ST STREET 2: 4600 NORWEST CENTER, 90 SOUTH SEVENTH ST CITY: MINNEAPOLIS STATE: MN ZIP: 55402-4130 FORMER COMPANY: FORMER CONFORMED NAME: NEW BEGINNING U S GOVERNMENT SECURITIES FUND INC DATE OF NAME CHANGE: 19870601 FORMER COMPANY: FORMER CONFORMED NAME: SIT NEW BEGINNING U S GOVERNMENT SECURITIES FUND INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIT MONEY MARKET FUND INC CENTRAL INDEX KEY: 0000746603 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 411492046 STATE OF INCORPORATION: MN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-04032 FILM NUMBER: 1733975 BUSINESS ADDRESS: STREET 1: 4600 NORWEST CTR 90 S 7TH ST CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6123323223 MAIL ADDRESS: STREET 1: 4600 NORWEST CTR, 90 SOUTH SEVENTH ST STREET 2: 4600 NORWEST CTR, 90 SOUTH SEVENTH ST CITY: MINNEAPOLIS STATE: MN ZIP: 55402-4130 FORMER COMPANY: FORMER CONFORMED NAME: NEW BEGINNING INVESTMENT RESERVE FUND INC DATE OF NAME CHANGE: 19870907 FORMER COMPANY: FORMER CONFORMED NAME: SIT NEW BEGINNING INVESTMENT RESERVE FUND INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIT MUTUAL FUNDS II INC CENTRAL INDEX KEY: 0000746601 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-04033 FILM NUMBER: 1733976 BUSINESS ADDRESS: STREET 1: 4600 NORWEST CTR 90 S 7TH ST CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 612-332-3223 MAIL ADDRESS: STREET 2: 4600 NORWEST CTR, 90 SOUTH SEVENTH ST CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FORMER COMPANY: FORMER CONFORMED NAME: NEW BEGINNING YIELD FUND INC DATE OF NAME CHANGE: 19870907 FORMER COMPANY: FORMER CONFORMED NAME: SIT NEW BEGINNING TAX FREE INCOME FUND INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SIT NEW BEGINNING YIELD FUND INC DATE OF NAME CHANGE: 19880929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIT MID CAP GROWTH FUND INC CENTRAL INDEX KEY: 0000356787 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 411414580 STATE OF INCORPORATION: MN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-03342 FILM NUMBER: 1733977 BUSINESS ADDRESS: STREET 1: 4600 NORWEST CTR 90 S 17TH ST CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 612-332-32 MAIL ADDRESS: STREET 1: 4600 NORWEST CTR, 90 S 17TH ST STREET 2: 4600 NORWEST CTR, 90 S 17TH ST CITY: MINNEAPOLIS STATE: MN ZIP: 55402-4130 FORMER COMPANY: FORMER CONFORMED NAME: NEW BEGINNING INCOME & GROWTH FUND INC DATE OF NAME CHANGE: 19870907 FORMER COMPANY: FORMER CONFORMED NAME: SIT GROWTH FUND INC DATE OF NAME CHANGE: 19940620 FORMER COMPANY: FORMER CONFORMED NAME: SIT NEW BEGINNING GROWTH & INCOME FUND INC DATE OF NAME CHANGE: 19930923 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIT LARGE CAP GROWTH FUND INC CENTRAL INDEX KEY: 0000356786 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 411414580 STATE OF INCORPORATION: MN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-03343 FILM NUMBER: 1733978 BUSINESS ADDRESS: STREET 1: 4600 NORWEST CENTER 90 S SEVENTH ST CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 612-332-32 MAIL ADDRESS: STREET 1: 4600 NORWEST CENTER 90 SOUTH ST STREET 2: 4600 NORWEST CENTER 90 SOUTH ST CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FORMER COMPANY: FORMER CONFORMED NAME: NEW BEGINNING GROWTH FUND INC/NEW DATE OF NAME CHANGE: 19870907 FORMER COMPANY: FORMER CONFORMED NAME: SIT GROWTH & INCOME FUND INC DATE OF NAME CHANGE: 19940620 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIT MUTUAL FUNDS INC CENTRAL INDEX KEY: 0000877880 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-06373 FILM NUMBER: 1733979 BUSINESS ADDRESS: STREET 1: 4600 NORWEST CENTER STREET 2: 90 S SEVENTH ST CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 612-332-32 MAIL ADDRESS: STREET 1: 4600 NORWEST CTR, 90 SOUTH SEVENTH ST STREET 2: 4600 NORWEST CTR, 90 SOUTH SEVENTH ST CITY: MINNEAPOLIS STATE: MN ZIP: 55402-4130 FORMER COMPANY: FORMER CONFORMED NAME: SIT NEW BEGINNING MUTUAL FUNDS INC DATE OF NAME CHANGE: 19920929 DEF 14A 1 sit013508_d14a.txt SIT MUTUAL FUNDS, INC. DEFINITIVE PROXY STATEMENT SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant [X] Filed by a party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to sec. 240.14a-11( c) or sec. 240.14a-12 SIT LARGE CAP GROWTH FUND, INC. SIT MID CAP GROWTH FUND, INC. SIT SMALL CAP GROWTH FUND SIT BALANCED FUND SIT SCIENCE AND TECHNOLOGY GROWTH FUND SIT INTERNATIONAL GROWTH FUND SIT DEVELOPING MARKETS GROWTH FUND SIT MONEY MARKET FUND, INC. SIT U.S. GOVERNMENT SECURITIES FUND, INC. SIT BOND FUND SIT TAX-FREE INCOME FUND SIT MINNESOTA TAX-FREE INCOME FUND (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (NAME OF PERSON(S) FILING PROXY STATEMENT IF OTHER THAN THE REGISTRANT) Payment of Filing Fee (Check the appropriate box): [X] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transactions applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Rule 0-11. (Set forth the amount on which the filing fee is calculated and state how it was determined.) (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11 (a)(2) and the identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount previously paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: SIT LARGE CAP GROWTH FUND, INC. SIT MID CAP GROWTH FUND, INC. SIT SMALL CAP GROWTH FUND SIT BALANCED FUND SIT SCIENCE AND TECHNOLOGY GROWTH FUND SIT INTERNATIONAL GROWTH FUND SIT DEVELOPING MARKETS GROWTH FUND SIT MONEY MARKET FUND, INC. SIT U.S. GOVERNMENT SECURITIES FUND, INC. SIT BOND FUND SIT TAX-FREE INCOME FUND SIT MINNESOTA TAX-FREE INCOME FUND 4600 Wells Fargo Center Minneapolis, Minnesota 55402 ---------------------------------------- NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 24, 2001 ---------------------------------------- September 12, 2001 Dear Shareholders: Notice is hereby given that the joint annual meeting of the shareholders of Sit Large Cap Growth Fund, Inc. ("Large Cap Fund"), Sit Mid Cap Growth Fund, Inc. ("Mid Cap Fund"), Sit Small Cap Growth Fund ("Small Cap Fund"), Sit Balanced Fund ("Balanced Fund"), Sit Science and Technology Growth Fund ("Science and Technology Fund"), Sit International Growth Fund ("International Fund") and Sit Developing Markets Growth Fund ("Developing Markets Fund"), (collectively the "Stock" Funds), Sit Money Market Fund, Inc. ("Money Market Fund"), Sit U.S. Government Securities Fund, Inc. ("U.S. Government Fund"), Sit Bond Fund ("Bond Fund"), Sit Tax-Free Income Fund ("Tax-Free Income Fund") and Sit Minnesota Tax-Free Income Fund ("Minnesota Fund"), (collectively the "Bond" Funds), (the Stock and Bond Funds, collectively, the "Funds") will be held at 1:15 P.M. (MINNEAPOLIS TIME) ON WEDNESDAY, OCTOBER 24, 2001 at the Hyatt Regency, 1300 Nicollet Mall, Minneapolis, Minnesota, for the following purposes: 1. To re-elect the Board of Directors for each Fund; 2. To ratify or reject the Board's selection of KPMG LLP to serve as each Fund's independent auditor for the fiscal years ending March 31, 2002 or June 30, 2002; and 3. To transact such other business as may properly come before the meeting. Shareholders of record on August 24, 2001 are the only persons entitled to notice of and to vote at the meeting. We hope you can attend. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE. IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE RESPECTFULLY ASK FOR YOUR COOPERATION IN MAILING IN YOUR PROXY MATERIAL. If you are present at the meeting, you may then revoke your proxy and vote in person, as explained in the accompanying Proxy Statement. By Order of the Board of Directors, /s/ Eugene C. Sit Eugene C. Sit Chairman PROXY STATEMENT SIT LARGE CAP GROWTH FUND, INC. SIT MID CAP GROWTH FUND, INC. SIT SMALL CAP GROWTH FUND SIT BALANCED FUND SIT SCIENCE AND TECHNOLOGY GROWTH FUND SIT INTERNATIONAL GROWTH FUND SIT DEVELOPING MARKETS GROWTH FUND SIT MONEY MARKET FUND, INC. SIT U.S. GOVERNMENT SECURITIES FUND, INC. SIT BOND FUND SIT TAX-FREE INCOME FUND SIT MINNESOTA TAX-FREE INCOME FUND 4600 Wells Fargo Center Minneapolis, Minnesota 55402 JOINT ANNUAL MEETING OF SHAREHOLDERS - OCTOBER 24, 2001 The enclosed Proxy is solicited by the Boards of Directors of Sit Large Cap Growth Fund, Inc. ("Large Cap Fund"), Sit Mid Cap Growth Fund, Inc. ("Mid Cap Fund"), Sit Small Cap Growth Fund ("Small Cap Fund"), Sit Balanced Fund ("Balanced Fund"), Sit Science and Technology Growth Fund ("Science and Technology Fund"), Sit International Growth Fund ("International Fund") and Sit Developing Markets Growth Fund ("Developing Markets Fund"), (collectively the "Stock" Funds), Sit Money Market Fund, Inc. ("Money Market Fund"), Sit U.S. Government Securities Fund, Inc. ("U.S. Government Fund"), Sit Bond Fund ("Bond Fund"), Sit Tax-Free Income Fund ("Tax-Free Income Fund") and Sit Minnesota Tax-Free Income Fund ("Minnesota Fund"), (collectively the "Bond" Funds), (the Stock and Bond Funds, collectively, the "Funds"), in connection with the joint annual meeting of shareholders of the Funds to be held at 1:15 p.m. (Minneapolis time) on Wednesday, October 24, 2001 at the Hyatt Regency, 1300 Nicollet Mall, Minneapolis, Minnesota, and at any adjournments thereof. The cost of solicitation, including the cost of preparing and mailing the Notice of the Joint Annual Meeting of Shareholders and this Proxy Statement, will be paid by the Funds, and such mailing will take place on approximately September 12, 2001. Representatives of the Funds may, without cost to the Funds, solicit Proxies for the management of the Funds by means of mail, telephone or personal calls. The Sit Mutual Funds are comprised of six corporate issuers of either one series or multiple series. Sit Mid Cap Growth Fund, Inc., Sit Large Cap Growth Fund, Inc., Sit U.S. Government Securities Fund, Inc., and Sit Money Market Fund, Inc. are issuers of one series (collectively, the "Non-Series Funds"). Sit Mutual Funds, Inc. is the corporate issuer of the International Fund, Balanced Fund, Developing Markets Fund, Small Cap Fund and Science and Technology Fund; and Sit Mutual Funds II, Inc. is the corporate issuer of the Tax-Free Income Fund, Minnesota Fund and Bond Fund, (collectively, the "Series Funds"). 1 Each shareholder is entitled to one vote for each share held. A majority of the shares outstanding of each Non-Series Fund must be present in person or by proxy to achieve a quorum and 10% of the shares outstanding of each Series Fund must be present in person or by proxy to achieve a quorum. Shareholders of the Series Funds vote together as shareholders of the corporate issuer. Provided a quorum is represented, approval of proposals 1 and 2 requires the affirmative vote of more than 50% of shares of each Fund represented at the meeting. None of the matters to be presented at the meeting will entitle any shareholder to cumulative voting or appraisal rights. A proxy may be revoked before the meeting by giving written notice of revocation to the Secretary of the Funds, or at the meeting prior to voting. Unless revoked, properly executed proxies in which choices are not specified by the shareholders will be voted "for" each item for which no choice is specified, in accordance with the recommendation of the applicable Fund's Board of Directors. In instances where choices are specified by the shareholders in the proxy, those proxies will be voted or the vote will be withheld in accordance with the shareholder's choice. With regard to the election of directors, votes may be cast in favor or withheld. Abstentions may be specified on all proposals other than the election of directors. Abstentions and votes withheld with respect to the election of directors will be counted as present for purposes of determining whether a quorum of shares is present at the meeting with respect to the item on which the abstention is noted, and will have the same effect as a vote "against" such item. Under the Rules of the New York Stock Exchange, if a proposal is considered "non-discretionary," then brokers who hold Fund shares in street name for customers are not authorized to vote on such proposal on behalf of their customers who have not furnished the broker specific voting instructions. If a broker returns a "non-vote" proxy, indicating a lack of authority to vote on a proposal, then the shares covered by such non-vote shall not be counted as present for purposes of calculating the vote with respect to such proposal. So far as the Board of Directors is aware, no matter other than those described in this Proxy Statement will be acted upon at the meeting. Should other matters properly come before the meeting calling for a vote of shareholders, it is the intention of the persons named as proxies in the enclosed proxy to act upon such matters according to their best judgment. In the event that sufficient Proxy votes in favor of the proposals set forth in the Notice of Joint Annual Meeting of Shareholders are not received by October 24, 2001, the persons named as proxies may propose one or more adjournments of the meeting with respect to one or more of the Funds to permit further solicitation of Proxies. With respect to any Fund, an adjournment will require the affirmative vote of the holders of a majority of the shares present in person or by Proxy at the meeting. The persons named as proxies will vote in favor of such adjournments with respect to any of said proposals if the proxies are instructed, by more than a majority of the shares represented in person or by proxy, to vote "for" the proposal(s) for which the adjournment is being proposed. The persons named as proxies will vote against such adjournment if they are instructed (by a majority of the shares represented in person or by proxy) to vote "against" the proposal(s) for which the adjournment is being proposed. Only shareholders of record on August 24, 2001 may vote at the meeting or any adjournment thereof. As of August 24, 2001, the Funds had the following number of issued and outstanding common shares, the only class of securities of each Fund: Large Cap Fund 2,908,148 Science and Technology Fund 2,021,915 U.S. Government Fund 16,098,104 Mid Cap Fund 26,817,665 International Fund 7,646,954 Bond Fund 1,370,847 Small Cap Fund 7,959,756 Developing Markets Fund 1,583,099 Tax-Free Income Fund 46,514,523 Balanced Fund 1,552,263 Money Market Fund 91,504,445 Minnesota Fund 17,974,261
2 SHARE OWNERSHIP Except as set forth below, no person or entity, to the knowledge of Fund management, beneficially owned more than 5% of the outstanding shares of any Fund as of August 24, 2001. The following table sets forth certain share ownership information (including the number of shares owned and the percentage of total outstanding shares of the Funds such shares represented) with respect to directors of the Funds, all officers and directors as a group, and persons and entities known by the Funds to beneficially own more than 5% of any of the Fund's outstanding shares as of August 24, 2001:
NUMBER OF SHARES BENEFICIALLY OWNED ------------------------------------------------------------------------------------ LARGE CAP MID CAP SMALL CAP BALANCED FUND FUND FUND FUND ------------------------------------------------------------------------------------ BENEFICIAL OWNERS DIRECTORS: # % # % # % # % - --------- Eugene C. Sit 58,547 2.01 1,127,537 4.20 278,987 3.50 29,915 1.93 William E. Frenzel 11,372 (a) 16,975 (a) 9,930 (a) 0 - John E. Hulse 8,712 (a) 60,853 (a) 17,863 (a) 0 - Sidney L. Jones 1,525 (a) 8,582 (a) 3,575 (a) 0 - Peter L. Mitchelson 3,780 (a) 31,383 (a) 13,024 (a) 0 - Donald W. Phillips 0 - 15,491 (a) 13,402 (a) 0 - ALL OFFICERS/DIRECTORS: 98,764 3.40 1,616,531 6.03 471,011 5.92 29,915 1.93 - ---------------------- SIT INVESTMENT ASSOCIATES, INC. - ------------------------------- EMPLOYEES & AFFILIATES: 292,672 10.06 1,113,357 4.15 605,215 7.60 154,167 9.93 ---------------------- (a) Less than 1% OTHER 5% SHAREHOLDERS: - --------------------- Charles Schwab & Co. 372,642 12.81 2,918,143 10.88 2,291,013 28.78 251,778 16.22 Special Custody Acct 101 Montgomery Street San Francisco, CA National Financial Services Corp. 1,193,149 14.99 78,764 5.07 FBO Customers P.O. Box 3980 New York, NY Delaware Charter Guarantee & 212,889 13.71 Trust; FBO Principal Financial 1013 Centre Road Wilmington, DE Comerica Bank 138,731 8.94 FBO Pulte Corp. Inc. DFD Plan P.O. Box 75000 Detroit, MI
3
NUMBER OF SHARES BENEFICIALLY OWNED ------------------------------------------------------------------------------------ SCIENCE AND INTERNATIONAL DEVELOPING MONEY MARKET TECHNOLOGY FUND FUND MARKETS FUND FUND ------------------------------------------------------------------------------------ BENEFICIAL OWNERS DIRECTORS: # % # % # % # % - --------- Eugene C. Sit 71,613 3.54 233,488 3.05 12,585 (a) 588,477 (a) Michael C. Brilley n/a - n/a - n/a - 1,269 (a) William E. Frenzel 11,917 (a) 18,403 (a) 1,050 (a) 0 - John E. Hulse 29,395 1.45 19,682 (a) 0 - 1,116 (a) Sidney L. Jones 0 - 0 - 0 - 4,294 (a) Peter L. Mitchelson 0 - 8,221 (a) 0 - 0 - Donald W. Phillips 0 - 1,071 (a) 0 - 0 - ALL OFFICERS/DIRECTORS: 135,028 6.68 351,219 4.59 16,092 1.02 718,418 (a) - ---------------------- SIT INVESTMENT ASSOCIATES, INC. - ------------------------------- EMPLOYEES & AFFILIATES: 292,083 14.45 438,948 5.74 155,438 9.82 6,821,267 7.45 ---------------------- (a) Less than 1% OTHER 5% SHAREHOLDERS: - --------------------- Charles Schwab & Co. 694,345 9.08 529,808 33.47 Special Custody Acct 101 Montgomery Street San Francisco, CA State Street Corporation 1,608,916 21.04 FBO Northrup Grumman Corp. 1840 Century Park East Los Angeles, CA MAC & Co. A/C CLRF5051922 397,750 5.20 P.O. Box 3198 Pittsburgh, PA National Financial Services Corp. 112,475 7.10 FBO Customers P.O. Box 3908 New York, NY National Investor Services Corp. 126,379 7.98 FBO Customers 55 Water Street New York, NY Metropolitan Sports Facilities 10,398,873 11.36 Commission 900 South 5th Street Minneapolis, MN Bruce E. Hendry 8,372,042 9.15 2305 Sherwood Circle Bloomington, MN
4
NUMBER OF SHARES BENEFICIALLY OWNED ------------------------------------------------------------------------------------ U.S. GOVERNMENT BOND TAX-FREE INCOME MINNESOTA FUND FUND FUND FUND ------------------------------------------------------------------------------------ BENEFICIAL OWNERS DIRECTORS: # % # % # % # % - --------- Eugene C. Sit 14,924 (a) 10,253 (a) 288,685 (a) 143,488 (a) Michael C. Brilley 0 - 0 - 0 - 2,740 (a) William E. Frenzel 0 - 0 - 172,712 (a) 0 - John E. Hulse 0 - 0 - 0 - 0 - Sidney L. Jones 0 - 0 - 0 - 0 - Peter L. Mitchelson 0 - 0 - 37,524 (a) 136,009 (a) Donald W. Phillips 0 - 0 - 0 - 0 - ALL OFFICERS/DIRECTORS: 27,898 (a) 10,253 (a) 546,358 1.17 358,636 2.00 - ---------------------- SIT INVESTMENT ASSOCIATES, INC. - ------------------------------- EMPLOYEES & AFFILIATES: 211,262 1.31 110,489 8.06 864,354 1.86 208,128 1.16 ---------------------- (a) Less than 1% OTHER 5% SHAREHOLDERS: - --------------------- Charles Schwab & Co. 7,481,739 46.48 100,607 7.34 14,278,390 30.70 2,365,701 13.16 Special Custody Acct 101 Montgomery Street San Francisco, CA National Financial Services Corp. 1,365,205 8.48 5,079,255 10.92 1,026,681 5.71 FBO Customers P.O. Box 3908 New York, NY Norwest Bank MN 397,511 29.00 FBO Victor C. Wallestad Foundation, P.O. Box 1533 Minneapolis, MN Frank R. Zimmerman 98,763 7.20 Northern Trust Customer IRA 4291 Maitland Road Acme, MI
ANNUAL REPORTS OF THE FUNDS The combined Annual Report of the Bond Funds, containing financial statements for the fiscal year ended March 31, 2001 was mailed to shareholders of the Bond Funds on approximately May 28, 2001. The combined Annual Report of the Stock Funds, containing financial statements for the fiscal year ended June 30, 2001 was mailed to shareholders of the Stock Funds on approximately August 20, 2001. If you have not received a report for your Fund or would like to receive another copy, please contact the Funds at 800-332-5580 or 612-334-5888 and one will be sent, without charge, by first class mail, within three business days. 5 PROPOSAL 1 ELECTION OF DIRECTORS It is intended that the enclosed Proxies will be voted for the election of the persons named below as directors for the applicable Funds, or in the case of the Series Funds, the applicable corporation, unless such authority has been withheld in the respective Proxy. The term of office of each person elected to be a Fund Director will be until the next regular or special meeting of the shareholders at which election of directors is an agenda item and until his successor is duly elected and shall qualify. Pertinent information regarding each nominee is set forth below.
NAME (AGE) AND PRINCIPAL OCCUPATION DURING PAST 5 YEARS BUSINESS ADDRESS (IN ADDITION TO SERVING AS A DIRECTOR OF THE FUNDS) - ---------------- --------------------------------------------------- DIRECTORS OF ALL FUNDS - ---------------------- Eugene C. Sit, CFA (63)* Chairman, CEO and CIO of Sit Investment Associates, Inc., (the "Adviser"); 4600 Wells Fargo Center Chairman, CEO and CIO of Sit/Kim International Investment Associates, Inc. (the 90 S. 7th Street "Sub-Adviser"); Chairman of the Sit Mutual Funds and Director of SIA Securities Minneapolis, MN 55402 Corp. (the "Distributor"). William E. Frenzel (73)* Advisory Director of the Adviser; Director of the Sub-Adviser; Senior Visiting 6310 Stoneham Lane Scholar at The Brookings Institution; Former senior member of Congress and a McLean, VA 22101 ranking member on the House Ways and Means Committee and Vice Chairman of the House Budget Committee. John E. Hulse (68) Director, Vice Chairman and CFO at Pacific Telesis Group until June 1992. 4303 Quail Run Lane Trustee, Pacific Gas & Electric Nuclear Decommissioning Trust. Danville, CA 64506 Sidney L. Jones (67) Lecturer, Washington Campus Consortium of 17 Universities; Senior Adviser to 8505 Parliament Drive Lawrence and Company - Toronto, Canada; Former Professor of Finance, Potomac, MD 20854 University of Michigan; Former Assistant Secretary for Economic Policy, United States Department of the Treasury. Peter L. Mitchelson, CFA (60)* President and Director of the Adviser; Executive Vice President & Director 4600 Wells Fargo Center of Sub-Adviser; Vice Chairman of the Sit Mutual Funds; Director of the 90 S. 7th Street Distributor. Minneapolis, MN 55402 Donald W. Phillips (53) CEO of WestAm; President of Forstmann-Leff International, Inc. until 2000; 10 S. Wacker Drive, Suite 2960 Executive Vice President and Director of Equity Financial and Management Chicago, IL 60606 Company until 1997; Chairman of Equity Institutional Investors, Inc. until 1997. DIRECTOR OF BOND FUNDS ONLY: - --------------------------- Michael C. Brilley (56)* Senior Vice President of the Sit Bond Funds; Senior Vice President and Senior 4600 Wells Fargo Center Fixed Income Officer of the Adviser. 90 S. 7th Street Minneapolis, MN 55402
6 DIRECTOR EMERITUS (not standing for election) - -------------------------------------------- Melvin C. Bahle (80) Financial Consultant; Director and/or Officer of several companies, foundations #1 Muirfield Lane and religious organizations. St. Louis, MO 63141
* Directors who are "interested persons" of the Funds, as defined under the Investment Company Act of 1940, as amended. Each of said individuals are interested persons because they are officers and/or shareholders, and in certain instances, directors, of the Adviser and/or certain affiliates thereof. Mr. Phillips has been a director of the Large Cap Fund, Mid Cap Fund, U.S. Government Fund, Tax-Free Income Fund, and Money Market Fund since 1990, the International Fund since 1993, and since inception for all other Funds. Mr. Frenzel has been a director of the Small Cap Fund, Balanced Fund, Developing Markets Fund, International Fund, Bond Fund, and Minnesota Fund since inception and since 1992 for all other Funds. Dr. Jones was a director of the Mid Cap Fund, Large Cap Fund, U.S. Government Fund, Tax-Free Income Fund, and Money Market Fund from October, 1988 to July, 1989, and effective January 20, 1993 was reappointed to each Board, and has been a director of all other Funds since inception. Mr. Hulse has been a director of each Fund since July 28, 1995. All other directors have been directors since the inception of each applicable Fund. None of the persons named as nominees are directors of reporting companies except for the Funds. "Reporting companies" include companies with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 or subject to the requirements of Section 15(d) of such Act, or any company registered as an investment company under the Investment Company Act of 1940, as amended (the "1940 Act"). The Funds do not have standing audit or nominating committees of the Board of Directors, or committees performing similar functions. There were four joint meetings of the Funds' Boards of Directors during their fiscal years ended March 31, 2001 for the Bond Funds and June 30, 2001 for the Stock Funds. All of the nominees attended all meetings. The following table sets forth the aggregate compensation received by each Director for services provided to each Fund during the most recently ended fiscal year of each Fund, as well as the total compensation received by each Director for services provided to the twelve funds of the Sit Mutual Funds during such periods. Directors who are officers of the Adviser or any of its affiliates did not receive any such compensation and are not included in the table.
Aggregate Pension or Compensation For Retirement Benefits Estimated Total Services Rendered Accrued As Part Annual Benefits Compensation From Director to Each Fund of Fund Expenses Upon Retirement Fund Complex ------------ ----------------- -------------------- ------------------- ----------------- John E. Hulse $2,084 None None $25,000 William E. Frenzel 2,084 None None 25,000 Sidney L. Jones 2,084 None None 25,000 Donald W. Phillips 2,084 None None 25,000
Pursuant to the advisory agreement with each Fund, the Adviser pays all of the Funds' expenses including the compensation and expenses of the Directors (but excluding extraordinary expenses, interest, brokerage commissions, and other transaction charges relating to investing activities). By completing the Proxy, you give the proxy the right to vote for the persons named in the table above. If you elect to withhold authority for any individual nominee, you may do so by making an "X" in the box marked "FOR", and by striking a line through such nominee's name on the Proxy, as further explained on the Proxy itself. 7 All of the nominees have agreed to serve as Directors. If any unforeseen event prevents one or more of the nominees from serving as a director, your votes will be cast for the election of a substitute or substitutes selected by the Board. In no event, however, can the Proxies be voted for a greater number of persons than the number of nominees named. Unless otherwise instructed, the proxies will vote for the election of each nominee to serve as a Director. EACH FUND'S BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF THE PERSONS NAMED ABOVE AS DIRECTORS. PROPOSAL 2 RATIFICATION OR REJECTION OF INDEPENDENT AUDITOR The 1940 Act provides that every registered investment company shall be audited at least once each year by independent auditors selected by a majority of the directors of the investment company who are not interested persons of the investment company. The 1940 Act requires that such selection be submitted for ratification or rejection by the shareholders at their next meeting following such selection. At a meeting held on July 25, 2001, the directors of the Funds selected KPMG LLP to be each Fund's independent auditor for the fiscal year ending March 31, 2002 for the Bond Funds and June 30, 2002 for the Stock Funds. Such firm has served as each Fund's independent auditor since each such Fund's inception. KPMG LLP has no material direct or indirect financial interest in any of the Funds, other than the receipt of fees for services to the Funds. Representatives of KPMG LLP are expected to be present at the meeting. Such representatives will be given the opportunity to make statements to shareholders if they so desire, and are expected to be available to respond to any questions which may arise at the meeting. AUDIT FEES: Under the terms of the Investment Management Agreement between the Funds and the Adviser, audit fees for each Fund are paid for by the Adviser. Audit fees paid in connection with the audit of the Funds' financial statements and other fees paid to KPMG LLP during the most recently completed fiscal year are set forth below. The other fees relate to tax services provided to the Funds. AUDIT FEES OTHER FEES ---------- ---------- Sit Large Cap Growth Fund, Inc. $16,750 $ 3,300 Sit Mid Cap Growth Fund, Inc. 21,000 3,300 Sit U.S. Government Securities Fund, Inc. 14,000 3,300 Sit Money Market Fund, Inc. 15,000 3,300 Sit Mutual Funds, Inc. 63,750 16,500 Sit Mutual Funds II, Inc. 46,500 9,900 The Board of Directors of each Fund has considered whether the provision of the services covered under "other fees" is compatible with maintaining the independence of KPMG LLP. By completing the Proxy, you give the proxy the right to vote for the ratification of the selection of KPMG LLP as each Bond Fund's independent auditor for the fiscal year ending March 31, 2002 and each Stock Fund's independent auditor for the fiscal year ending June 30, 2002. EACH FUND'S BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR RATIFICATION OF THE SELECTION OF KPMG LLP AS EACH FUND'S INDEPENDENT AUDITOR. 8 EXECUTIVE OFFICERS OF THE FUNDS Information about each executive officer's position and term of office with the Funds and business experience during the past five years is set forth below. Unless otherwise indicated, all positions have been held more than five years. No executive officer receives any compensation from the Funds.
NAME AND (AGE) POSITION/TERM OF OFFICE BUSINESS EXPERIENCE DURING PAST FIVE YEARS - -------------- ----------------------- ------------------------------------------ Eugene C. Sit(63) Director and Chairman since See biographical information in Proposal One. 1982 Peter L. Mitchelson(60) Director and Vice Chairman See biographical information in Proposal One. since 1982 Roger J. Sit(39) Executive Vice President since Executive Vice President of the Equity Funds, the 1998 Funds' Adviser and the Funds' Sub-Adviser; Prior thereto, Equity Research Analyst for Goldman Sachs & Company from 1991 to 1998. Michael C. Brilley(56)(1) Director and Senior Vice See biographical information in Proposal One. President since 1984 Erik S. Anderson(58)(2) Vice President - Investments Equity research and portfolio management of the since 1991 Funds' Adviser. Bryce A. Doty(34)(3) Vice President - Investments Fixed-Income research and portfolio management of since 1997 the Funds' Adviser. Michael P. Eckert(46) Vice President - Institutional Mutual Fund sales for the Funds. Client Group since 1989 John T. Groton(35)(2) Vice President - Investments Equity research analyst of the Funds' Adviser. since 1997 Paul J. Jungquist(40)(4) Vice President - Investments Fixed-Income research and portfolio management of since 1997 the Funds' Adviser. Michael J. Radmer(56) Secretary since 1985 Partner, Dorsey & Whitney LLP, the Funds' General Counsel. Paul E. Rasmussen(40) Vice President and Treasurer Vice President and Treasurer; Vice President, since 1994 Secretary, and Controller for the Funds' Adviser and Sub-Adviser; President and Treasurer of the Funds' Distributor. Carla J. Rose(35) Vice President and Assistant Vice President - Administration and Deputy Treasurer since 2000; Assistant Controller of the Funds' Adviser. Secretary since 1994
9 Shelley H. Shutes(44) Vice President - Shareholder Manager of shareholder services for the Funds. Services since 2000 Debra A. Sit(41)(1) Vice President - Investments Fixed-Income research and portfolio management of since 1991 the Funds' Adviser. Robert W. Sit(32)(2) Vice President since 1997 Equity research analyst of the Funds' Adviser. Ronald D. Sit(42)(2) Vice President since 1991 Equity research and portfolio management of the Funds' Adviser. Kelly K. Boston(32) Assistant Secretary & Assistant Staff Attorney for the Funds' Adviser. Treasurer since 2000
(1) Sit U.S. Government Securities Fund, Inc.; Sit Money Market Fund, Inc. and Sit Mutual Funds II, Inc. only. (2) Sit Mid Cap Growth Fund, Inc.; Sit Large Cap Growth Fund, Inc. and Sit Mutual Funds, Inc. only. (3) Sit U.S. Government Securities Fund, Inc.; Sit Balanced Fund and Sit Bond Fund only. (4) Sit Money Market Fund, Inc. and Sit Minnesota Tax-Free only. SHAREHOLDER PROPOSALS FOR 2001 MEETING No proposals were received from shareholders this year. Any shareholder proposal for consideration at the 2002 annual meeting, which will be held in October 2002, must be received by the Funds in writing on or before June 1, 2002. September 12, 2001 By Order of the Board of Directors, /s/ Eugene C. Sit Eugene C. Sit Chairman 10 PROXY SIT MID CAP GROWTH FUND, INC. 4600 WELLS FARGO CENTER MINNEAPOLIS, MINNESOTA 55402 (612) 334-5888; (800) 332-5580 THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SIT MID CAP GROWTH FUND, INC. The undersigned hereby appoints Eugene C. Sit, Peter L. Mitchelson, Paul E. Rasmussen and Michael J. Radmer, and each of them, with power to act without the other and with the right of substitution in each, as proxies of the undersigned and hereby authorizes each of them to represent and to vote, as designated below, all the shares of common stock of Sit Mid Cap Growth Fund, Inc. (the "Fund"), held of record by the undersigned on August 24, 2001, at the annual meeting of shareholders of the Fund to be held on October 24, 2001, or any adjournment or postponements thereof, with all powers the undersigned would possess if present in person. All previous proxies given with respect to the meeting hereby are revoked. THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS: 1. Election of Directors: |_| FOR all of the nominees listed below (EXCEPT AS MARKED TO THE CONTRARY BELOW) Eugene C. Sit William E. Frenzel John E. Hulse Sidney L. Jones Peter L. Mitchelson Donald W. Phillips |_| WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED BELOW. INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THE NOMINEE'S NAME BELOW: ------------------------------------------------------------------------ 2. Selection of KPMG LLP to serve as the Fund's independent auditors for the fiscal year ending June 30, 2002. |_| FOR |_| AGAINST |_| ABSTAIN 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1 AND 2 ABOVE. RECEIPT OF NOTICE OF MEETING AND THE PROXY STATEMENT RELATING TO THE MEETING IS ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. PLEASE SIGN THIS PROXY EXACTLY AS YOUR NAME APPEARS BELOW. WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON. Dated: _____________________, 2001 _______________________________________ Signature (and title if applicable) _______________________________________ Signature if held jointly TO SAVE FURTHER SOLICITATION EXPENSE, PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE. PROXY SIT LARGE CAP GROWTH FUND, INC. 4600 WELLS FARGO CENTER MINNEAPOLIS, MINNESOTA 55402 (612) 334-5888; (800) 332-5580 THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SIT LARGE CAP GROWTH FUND, INC. The undersigned hereby appoints Eugene C. Sit, Peter L. Mitchelson, Paul E. Rasmussen and Michael J. Radmer, and each of them, with power to act without the other and with the right of substitution in each, as proxies of the undersigned and hereby authorizes each of them to represent and to vote, as designated below, all the shares of common stock of Sit Large Cap Growth Fund, Inc. (the "Fund"), held of record by the undersigned on August 24, 2001, at the annual meeting of shareholders of the Fund to be held on October 24, 2001, or any adjournment or postponements thereof, with all powers the undersigned would possess if present in person. All previous proxies given with respect to the meeting hereby are revoked. THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS: 1. Election of Directors: |_| FOR all of the nominees listed below (EXCEPT AS MARKED TO THE CONTRARY BELOW) Eugene C. Sit William E. Frenzel John E. Hulse Sidney L. Jones Peter L. Mitchelson Donald W. Phillips |_| WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED BELOW. INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THE NOMINEE'S NAME BELOW: ------------------------------------------------------------------------ 2. Selection of KPMG LLP to serve as the Fund's independent auditors for the fiscal year ending June 30, 2002. |_| FOR |_| AGAINST |_| ABSTAIN 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1 AND 2 ABOVE. RECEIPT OF NOTICE OF MEETING AND THE PROXY STATEMENT RELATING TO THE MEETING IS ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. PLEASE SIGN THIS PROXY EXACTLY AS YOUR NAME APPEARS BELOW. WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON. Dated: _____________________, 2001 _______________________________________ Signature (and title if applicable) _______________________________________ Signature if held jointly TO SAVE FURTHER SOLICITATION EXPENSE, PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE. PROXY SIT INTERNATIONAL GROWTH FUND 4600 WELLS FARGO CENTER MINNEAPOLIS, MINNESOTA 55402 (612) 334-5888; (800) 332-5580 THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SIT MUTUAL FUNDS, INC., OF WHICH SIT INTERNATIONAL GROWTH FUND IS A SERIES. The undersigned hereby appoints Eugene C. Sit, Peter L. Mitchelson, Paul E. Rasmussen and Michael J. Radmer, and each of them, with power to act without the other and with the right of substitution in each, as proxies of the undersigned and hereby authorizes each of them to represent and to vote, as designated below, all the shares of common stock of Sit International Growth Fund, Inc. (the "Fund"), held of record by the undersigned on August 24, 2001, at the annual meeting of shareholders of the Fund to be held on October 24, 2001, or any adjournment or postponements thereof, with all powers the undersigned would possess if present in person. All previous proxies given with respect to the meeting hereby are revoked. THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS: 1. Election of Directors: |_| FOR all of the nominees listed below (EXCEPT AS MARKED TO THE CONTRARY BELOW) Eugene C. Sit William E. Frenzel John E. Hulse Sidney L. Jones Peter L. Mitchelson Donald W. Phillips |_| WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED BELOW. INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THE NOMINEE'S NAME BELOW: ------------------------------------------------------------------------ 2. Selection of KPMG LLP to serve as the Fund's independent auditors for the fiscal year ending June 30, 2002. |_| FOR |_| AGAINST |_| ABSTAIN 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1 AND 2 ABOVE. RECEIPT OF NOTICE OF MEETING AND THE PROXY STATEMENT RELATING TO THE MEETING IS ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. PLEASE SIGN THIS PROXY EXACTLY AS YOUR NAME APPEARS BELOW. WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON. Dated: _____________________, 2001 _______________________________________ Signature (and title if applicable) _______________________________________ Signature if held jointly TO SAVE FURTHER SOLICITATION EXPENSE, PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE. PROXY SIT BALANCED FUND 4600 WELLS FARGO CENTER MINNEAPOLIS, MINNESOTA 55402 (612) 334-5888; (800) 332-5580 THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SIT MUTUAL FUNDS, INC., OF WHICH SIT BALANCED FUND IS A SERIES. The undersigned hereby appoints Eugene C. Sit, Peter L. Mitchelson, Paul E. Rasmussen and Michael J. Radmer, and each of them, with power to act without the other and with the right of substitution in each, as proxies of the undersigned and hereby authorizes each of them to represent and to vote, as designated below, all the shares of common stock of Sit Balanced Fund (the "Fund"), held of record by the undersigned on August 24, 2001, at the annual meeting of shareholders of the Fund to be held on October 24, 2001, or any adjournment or postponements thereof, with all powers the undersigned would possess if present in person. All previous proxies given with respect to the meeting hereby are revoked. THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS: 1. Election of Directors: |_| FOR all of the nominees listed below (EXCEPT AS MARKED TO THE CONTRARY BELOW) Eugene C. Sit William E. Frenzel John E. Hulse Sidney L. Jones Peter L. Mitchelson Donald W. Phillips |_| WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED BELOW. INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THE NOMINEE'S NAME BELOW: ------------------------------------------------------------------------ 2. Selection of KPMG LLP to serve as the Fund's independent auditors for the fiscal year ending June 30, 2002. |_| FOR |_| AGAINST |_| ABSTAIN 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1 AND 2 ABOVE. RECEIPT OF NOTICE OF MEETING AND THE PROXY STATEMENT RELATING TO THE MEETING IS ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. PLEASE SIGN THIS PROXY EXACTLY AS YOUR NAME APPEARS BELOW. WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON. Dated: _____________________, 2001 _______________________________________ Signature (and title if applicable) _______________________________________ Signature if held jointly TO SAVE FURTHER SOLICITATION EXPENSE, PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE. PROXY SIT SMALL CAP GROWTH FUND 4600 WELLS FARGO CENTER MINNEAPOLIS, MINNESOTA 55402 (612) 334-5888; (800) 332-5580 THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SIT MUTUAL FUNDS, INC., OF WHICH SIT SMALL CAP GROWTH FUND IS A SERIES. The undersigned hereby appoints Eugene C. Sit, Peter L. Mitchelson, Paul E. Rasmussen and Michael J. Radmer, and each of them, with power to act without the other and with the right of substitution in each, as proxies of the undersigned and hereby authorizes each of them to represent and to vote, as designated below, all the shares of common stock of Sit Small Cap Growth Fund (the "Fund"), held of record by the undersigned on August 24, 2001, at the annual meeting of shareholders of the Fund to be held on October 24, 2001, or any adjournment or postponements thereof, with all powers the undersigned would possess if present in person. All previous proxies given with respect to the meeting hereby are revoked. THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS: 1. Election of Directors: |_| FOR all of the nominees listed below (EXCEPT AS MARKED TO THE CONTRARY BELOW) Eugene C. Sit William E. Frenzel John E. Hulse Sidney L. Jones Peter L. Mitchelson Donald W. Phillips |_| WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED BELOW. INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THE NOMINEE'S NAME BELOW: ------------------------------------------------------------------------ 2. Selection of KPMG LLP to serve as the Fund's independent auditors for the fiscal year ending June 30, 2002. |_| FOR |_| AGAINST |_| ABSTAIN 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1 AND 2 ABOVE. RECEIPT OF NOTICE OF MEETING AND THE PROXY STATEMENT RELATING TO THE MEETING IS ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. PLEASE SIGN THIS PROXY EXACTLY AS YOUR NAME APPEARS BELOW. WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON. Dated: _____________________, 2001 _______________________________________ Signature (and title if applicable) _______________________________________ Signature if held jointly TO SAVE FURTHER SOLICITATION EXPENSE, PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE. PROXY SIT DEVELOPING MARKETS GROWTH FUND 4600 WELLS FARGO CENTER MINNEAPOLIS, MINNESOTA 55402 (612) 334-5888; (800) 332-5580 THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SIT MUTUAL FUNDS, INC., OF WHICH SIT DEVELOPING MARKETS GROWTH FUND IS A SERIES. The undersigned hereby appoints Eugene C. Sit, Peter L. Mitchelson, Paul E. Rasmussen and Michael J. Radmer, and each of them, with power to act without the other and with the right of substitution in each, as proxies of the undersigned and hereby authorizes each of them to represent and to vote, as designated below, all the shares of common stock of Sit Developing Markets Growth Fund (the "Fund"), held of record by the undersigned on August 24, 2001, at the annual meeting of shareholders of the Fund to be held on October 24, 2001, or any adjournment or postponements thereof, with all powers the undersigned would possess if present in person. All previous proxies given with respect to the meeting hereby are revoked. THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS: 1. Election of Directors: |_| FOR all of the nominees listed below (EXCEPT AS MARKED TO THE CONTRARY BELOW) Eugene C. Sit William E. Frenzel John E. Hulse Sidney L. Jones Peter L. Mitchelson Donald W. Phillips |_| WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED BELOW. INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THE NOMINEE'S NAME BELOW: ------------------------------------------------------------------------ 2. Selection of KPMG LLP to serve as the Fund's independent auditors for the fiscal year ending June 30, 2002. |_| FOR |_| AGAINST |_| ABSTAIN 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1 AND 2 ABOVE. RECEIPT OF NOTICE OF MEETING AND THE PROXY STATEMENT RELATING TO THE MEETING IS ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. PLEASE SIGN THIS PROXY EXACTLY AS YOUR NAME APPEARS BELOW. WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON. Dated: _____________________, 2001 _______________________________________ Signature (and title if applicable) _______________________________________ Signature if held jointly TO SAVE FURTHER SOLICITATION EXPENSE, PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE. PROXY SIT U.S. GOVERNMENT SECURITIES FUND, INC. 4600 WELLS FARGO CENTER MINNEAPOLIS, MINNESOTA 55402 (612) 334-5888; (800) 332-5580 THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SIT U.S. GOVERNMENT SECURITIES FUND, INC. The undersigned hereby appoints Eugene C. Sit, Peter L. Mitchelson, Paul E. Rasmussen and Michael J. Radmer, and each of them, with power to act without the other and with the right of substitution in each, as proxies of the undersigned and hereby authorizes each of them to represent and to vote, as designated below, all the shares of common stock of Sit U.S. Government Securities Fund, Inc. (the "Fund"), held of record by the undersigned on August 24, 2001, at the annual meeting of shareholders of the Fund to be held on October 24, 2001, or any adjournment or postponements thereof, with all powers the undersigned would possess if present in person. All previous proxies given with respect to the meeting hereby are revoked. THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS: 1. Election of Directors: |_| FOR all of the nominees listed below (EXCEPT AS MARKED TO THE CONTRARY BELOW) Eugene C. Sit Michael C. Brilley William E. Frenzel John E. Hulse Sidney L. Jones Peter L. Mitchelson Donald W. Phillips |_| WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED BELOW. INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THE NOMINEE'S NAME BELOW: ------------------------------------------------------------------------ 2. Selection of KPMG LLP to serve as the Fund's independent auditors for the fiscal year ending March 31, 2002. |_| FOR |_| AGAINST |_| ABSTAIN 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1 AND 2 ABOVE. RECEIPT OF NOTICE OF MEETING AND THE PROXY STATEMENT RELATING TO THE MEETING IS ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. PLEASE SIGN THIS PROXY EXACTLY AS YOUR NAME APPEARS BELOW. WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON. Dated: _____________________, 2001 _______________________________________ Signature (and title if applicable) _______________________________________ Signature if held jointly TO SAVE FURTHER SOLICITATION EXPENSE, PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE. PROXY SIT BOND FUND 4600 WELLS FARGO CENTER MINNEAPOLIS, MINNESOTA 55402 (612) 334-5888; (800) 332-5580 THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SIT MUTUAL FUNDS II, INC., OF WHICH SIT BOND FUND IS A SERIES. The undersigned hereby appoints Eugene C. Sit, Peter L. Mitchelson, Paul E. Rasmussen and Michael J. Radmer, and each of them, with power to act without the other and with the right of substitution in each, as proxies of the undersigned and hereby authorizes each of them to represent and to vote, as designated below, all the shares of common stock of Sit Bond Fund (the "Fund"), held of record by the undersigned on August 24, 2001, at the annual meeting of shareholders of the Fund to be held on October 24, 2001, or any adjournment or postponements thereof, with all powers the undersigned would possess if present in person. All previous proxies given with respect to the meeting hereby are revoked. THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS: 1. Election of Directors: |_| FOR all of the nominees listed below (EXCEPT AS MARKED TO THE CONTRARY BELOW) Eugene C. Sit Michael C. Brilley William E. Frenzel John E. Hulse Sidney L. Jones Peter L. Mitchelson Donald W. Phillips |_| WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED BELOW. INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THE NOMINEE'S NAME BELOW: ------------------------------------------------------------------------ 2. Selection of KPMG LLP to serve as the Fund's independent auditors for the fiscal year ending March 31, 2002. |_| FOR |_| AGAINST |_| ABSTAIN 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1 AND 2 ABOVE. RECEIPT OF NOTICE OF MEETING AND THE PROXY STATEMENT RELATING TO THE MEETING IS ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. PLEASE SIGN THIS PROXY EXACTLY AS YOUR NAME APPEARS BELOW. WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON. Dated: _____________________, 2001 _______________________________________ Signature (and title if applicable) _______________________________________ Signature if held jointly TO SAVE FURTHER SOLICITATION EXPENSE, PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE. PROXY SIT TAX-FREE INCOME FUND 4600 WELLS FARGO CENTER MINNEAPOLIS, MINNESOTA 55402 (612) 334-5888; (800) 332-5580 THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SIT MUTUAL FUNDS II, INC. OF WHICH SIT TAX-FREE INCOME FUND IS A SERIES. The undersigned hereby appoints Eugene C. Sit, Peter L. Mitchelson, Paul E. Rasmussen and Michael J. Radmer, and each of them, with power to act without the other and with the right of substitution in each, as proxies of the undersigned and hereby authorizes each of them to represent and to vote, as designated below, all the shares of common stock of Sit Tax-Free Income Fund (the "Fund"), held of record by the undersigned on August 24, 2001, at the annual meeting of shareholders of the Fund to be held on October 24, 2001, or any adjournment or postponements thereof, with all powers the undersigned would possess if present in person. All previous proxies given with respect to the meeting hereby are revoked. THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS: 1. Election of Directors: |_| FOR all of the nominees listed below (EXCEPT AS MARKED TO THE CONTRARY BELOW) Eugene C. Sit Michael C. Brilley William E. Frenzel John E. Hulse Sidney L. Jones Peter L. Mitchelson Donald W. Phillips |_| WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED BELOW. INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THE NOMINEE'S NAME BELOW: ------------------------------------------------------------------------ 2. Selection of KPMG LLP to serve as the Fund's independent auditors for the fiscal year ending March 31, 2002. |_| FOR |_| AGAINST |_| ABSTAIN 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1 AND 2 ABOVE. RECEIPT OF NOTICE OF MEETING AND THE PROXY STATEMENT RELATING TO THE MEETING IS ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. PLEASE SIGN THIS PROXY EXACTLY AS YOUR NAME APPEARS BELOW. WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON. Dated: _____________________, 2001 _______________________________________ Signature (and title if applicable) _______________________________________ Signature if held jointly TO SAVE FURTHER SOLICITATION EXPENSE, PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE. PROXY SIT MINNESOTA TAX-FREE INCOME FUND 4600 WELLS FARGO CENTER MINNEAPOLIS, MINNESOTA 55402 (612) 334-5888; (800) 332-5580 THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SIT MUTUAL FUNDS II, INC., OF WHICH SIT MINNESOTA TAX-FREE INCOME FUND IS A SERIES. The undersigned hereby appoints Eugene C. Sit, Peter L. Mitchelson, Paul E. Rasmussen and Michael J. Radmer, and each of them, with power to act without the other and with the right of substitution in each, as proxies of the undersigned and hereby authorizes each of them to represent and to vote, as designated below, all the shares of common stock of Sit Minnesota Tax-Free Income Fund (the "Fund"), held of record by the undersigned on August 24, 2001, at the annual meeting of shareholders of the Fund to be held on October 24, 2001, or any adjournment or postponements thereof, with all powers the undersigned would possess if present in person. All previous proxies given with respect to the meeting hereby are revoked. THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS: 1. Election of Directors: |_| FOR all of the nominees listed below (EXCEPT AS MARKED TO THE CONTRARY BELOW) Eugene C. Sit Michael C. Brilley William E. Frenzel John E. Hulse Sidney L. Jones Peter L. Mitchelson Donald W. Phillips |_| WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED BELOW. INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THE NOMINEE'S NAME BELOW: ------------------------------------------------------------------------ 2. Selection of KPMG LLP to serve as the Fund's independent auditors for the fiscal year ending March 31, 2002. |_| FOR |_| AGAINST |_| ABSTAIN 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1 AND 2 ABOVE. RECEIPT OF NOTICE OF MEETING AND THE PROXY STATEMENT RELATING TO THE MEETING IS ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. PLEASE SIGN THIS PROXY EXACTLY AS YOUR NAME APPEARS BELOW. WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON. Dated: _____________________, 2001 _______________________________________ Signature (and title if applicable) _______________________________________ Signature if held jointly TO SAVE FURTHER SOLICITATION EXPENSE, PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE. PROXY SIT MONEY MARKET FUND, INC. 4600 WELLS FARGO CENTER MINNEAPOLIS, MINNESOTA 55402 (612) 334-5888; (800) 332-5580 THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SIT MONEY MARKET FUND, INC. The undersigned hereby appoints Eugene C. Sit, Peter L. Mitchelson, Paul E. Rasmussen and Michael J. Radmer, and each of them, with power to act without the other and with the right of substitution in each, as proxies of the undersigned and hereby authorizes each of them to represent and to vote, as designated below, all the shares of common stock of Sit Money Market Fund, Inc. (the "Fund"), held of record by the undersigned on August 24, 2001, at the annual meeting of shareholders of the Fund to be held on October 24, 2001, or any adjournment or postponements thereof, with all powers the undersigned would possess if present in person. All previous proxies given with respect to the meeting hereby are revoked. THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS: 1. Election of Directors: |_| FOR all of the nominees listed below (EXCEPT AS MARKED TO THE CONTRARY BELOW) Eugene C. Sit Michael C. Brilley William E. Frenzel John E. Hulse Sidney L. Jones Peter L. Mitchelson Donald W. Phillips |_| WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED BELOW. INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THE NOMINEE'S NAME BELOW: ------------------------------------------------------------------------ 2. Selection of KPMG LLP to serve as the Fund's independent auditors for the fiscal year ending March 31, 2002. |_| FOR |_| AGAINST |_| ABSTAIN 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1 AND 2 ABOVE. RECEIPT OF NOTICE OF MEETING AND THE PROXY STATEMENT RELATING TO THE MEETING IS ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. PLEASE SIGN THIS PROXY EXACTLY AS YOUR NAME APPEARS BELOW. WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON. Dated: _____________________, 2001 _______________________________________ Signature (and title if applicable) _______________________________________ Signature if held jointly TO SAVE FURTHER SOLICITATION EXPENSE, PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE. PROXY SIT SCIENCE AND TECHNOLOGY GROWTH FUND 4600 WELLS FARGO CENTER MINNEAPOLIS, MINNESOTA 55402 (612) 334-5888; (800) 332-5580 THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SIT MUTUAL FUNDS, INC., OF WHICH SCIENCE AND TECHNOLOGY GROWTH FUND IS A SERIES. The undersigned hereby appoints Eugene C. Sit, Peter L. Mitchelson, Paul E. Rasmussen and Michael J. Radmer, and each of them, with power to act without the other and with the right of substitution in each, as proxies of the undersigned and hereby authorizes each of them to represent and to vote, as designated below, all the shares of common stock of Sit Science and Technology Growth Fund (the "Fund"), held of record by the undersigned on August 24, 2001, at the annual meeting of shareholders of the Fund to be held on October 24, 2001, or any adjournment or postponements thereof, with all powers the undersigned would possess if present in person. All previous proxies given with respect to the meeting hereby are revoked. THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS: 1. Election of Directors: |_| FOR all of the nominees listed below (EXCEPT AS MARKED TO THE CONTRARY BELOW) Eugene C. Sit William E. Frenzel John E. Hulse Sidney L. Jones Peter L. Mitchelson Donald W. Phillips |_| WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED BELOW. INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THE NOMINEE'S NAME BELOW: ------------------------------------------------------------------------ 2. Selection of KPMG LLP to serve as the Fund's independent auditors for the fiscal year ending June 30, 2002. |_| FOR |_| AGAINST |_| ABSTAIN 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1 AND 2 ABOVE. RECEIPT OF NOTICE OF MEETING AND THE PROXY STATEMENT RELATING TO THE MEETING IS ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. PLEASE SIGN THIS PROXY EXACTLY AS YOUR NAME APPEARS BELOW. WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON. Dated: _____________________, 2001 _______________________________________ Signature (and title if applicable) _______________________________________ Signature if held jointly TO SAVE FURTHER SOLICITATION EXPENSE, PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE. -----END PRIVACY-ENHANCED MESSAGE-----